Winding-up proceedings permit courts to ignore inadmissible lease deeds and secure company property for the Official Liquidator.

A maintainability objection to the winding-up order could not be reopened in later Official Liquidator proceedings because the earlier orders had not been challenged and had attained finality. The company court was also entitled to disregard an unregistered and insufficiently stamped lease deed, as it was inadmissible in evidence and the surrounding circumstances suggested the arrangement was not bona fide. In liquidation, the court had jurisdiction to determine questions concerning the company's property and possession, and to direct delivery of the premises to the Official Liquidator. The appeal therefore failed and the possession order was upheld.

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Issues: (i) Whether the appellant could assail the winding-up order in the present proceedings and re-agitate the maintainability objection, and (ii) whether the company court had jurisdiction to disregard the unregistered and insufficiently stamped lease deed and direct handing over of the premises to the Official Liquidator.

Issue (i): Whether the appellant could assail the winding-up order in the present proceedings and re-agitate the maintainability objection.

Analysis: The winding-up order had already been passed and the objection to maintainability had been raised earlier and negatived. Those orders had not been challenged and had attained finality. In that situation, the appellant was not entitled to reopen the validity of the winding-up order in the Official Liquidator's report proceedings.

Conclusion: The objection to the winding-up order was not available in the present appeal and was rejected.

Issue (ii): Whether the company court had jurisdiction to disregard the unregistered and insufficiently stamped lease deed and direct handing over of the premises to the Official Liquidator.

Analysis: The lease deed was neither registered nor duly stamped and was therefore inadmissible in evidence. The surrounding circumstances, including the relationship between the entities, the long lease period, and the nominal rent, supported the conclusion that the transaction was not bona fide and was devised to keep the property out of the winding-up process. The company court also had jurisdiction under the winding-up provisions to decide questions relating to the property and to treat the assets of the company as in its custody.

Conclusion: The company court rightly ignored the lease deed and validly directed delivery of possession to the Official Liquidator.

Final Conclusion: The appeal failed in entirety, and the impugned order directing possession to the Official Liquidator was upheld.

Ratio Decidendi: In winding-up proceedings, an unregistered and insufficiently stamped lease deed may be ignored as inadmissible, and the company court has jurisdiction to decide questions relating to the company's property and possession in the course of liquidation.

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